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Sika, Saint-Gobain ink deal to end bitter takeover battle

Saint-Gobain gets to keep the founders' remaining 10.75 per cent holding to emerge as the largest shareholder, while the majority voting rights attached to the family stake will be canceled

Sika, Saint-Gobain ink deal to end bitter takeover battle
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Jan Dahinten & Andrew Noël | Bloomberg
After a three-and-a-half year legal battle, one of the most acrimonious takeover fights in Europe is drawing to a close with an agreement between the founding family of Swiss building-materials supplier Sika, the company’s management and rival Cie. de Saint Gobain SA of France.

Under a complicated, multi-step deal unveiled Friday, Sika agreed to pay the Burkard family a 795 million-franc ($792 million) premium for an almost 7 per cent stake. Saint-Gobain gets to keep the founders’ remaining 10.75 per cent holding to emerge as the largest shareholder, while the majority voting rights attached to the family stake will be canceled. Sika shares jumped as much as 11 per cent, the most in 18 months. “For Sika, this is extremely positive because it takes away the insecurity surrounding the company,” said Markus Mayer, an analyst at Baader Bank. “The market didn’t expect this to end badly for Sika. But there was a residual risk and the legal battle made the stock uninvestable for many investors in North America.”

The fight for control of Sika erupted in December 2014, when the Burkard heirs agreed to sell their 16 per cent stake — along with a majority of the voting rights — to French construction-materials maker Saint-Gobain. The deal was opposed by Sika’s management and other minority investors, who argued that the French firm would get control of the company without having to offer a buyout to all shareholders.

The dispute was making its way through the Swiss court system.

Sika’s Chairman Paul Haelg last month urged the parties to drop their "hostile takeover" and work together to find an alternative. But Urs Burkard, a lawyer who leads the family’s plans to sell to the French company, remained defiant, pledging to complete the deal with Saint-Gobain or gain complete control of Sika.

“The board and group management of Sika welcome this positive outcome,” Haelg said in Friday’s statement.“The introduction of a modern governance structure will provide Sika with a solid base to accelerate its growth.”

Sika shares rose 10.2 percent to 8,270 francs at 9:06 a.m. in Zurich, valuing the company at 21 billion francs. Saint-Gobain rose 2.2 percent to 45.03 euros in Paris.

For its troubles, Saint-Gobain will now walk away with a net gain of 600 million euros ($715 million), while becoming Sika’s largest shareholder and vowing to enable the two companies to work more closely together.

“This is a very positive settlement for Saint-Gobain, both from a financial and a strategic perspective,” Chief Executive Officer Pierre-André de Chalendar said in the statement.

Sika has convened a shareholders meeting on June 11, proposing cancellation of the 7 percent shares acquired from the family holding through capital reduction and conversion of all shares into a single-class registered stock, with each bearing one vote.